Infringement and Litigation. 11.1 Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.
11.2 During the TERM of this Agreement:
(a) LICENSEE shall have the first right (but not the obligation) to defend the LICENSED PATENTS against infringement or interference in the FIELD and in the LICENSED TERRITORY by third parties. This right includes bringing any legal action for infringement and defending any counter claim of invalidity or action of a third party for declaratory judgment for non-infringement or non-interference. If, in the reasonable opinion of LICENSEE’s counsel, YALE is required to be a named party to any such suit for standing purposes, LICENSEE may join YALE as a party; provided, however, that (i) YALE shall not be the first named party in any such action, (ii) the pleadings and any public statements about the action shall state that the action is being pursued by LICENSEE and that LICENSEE has joined YALE as a party; and (iii) LICENSEE shall keep YALE reasonably apprised of all developments in any such action. LICENSEE may settle such suits solely in its own name and solely at its own expense and through counsel of its own selection; provided, however, that no settlement shall be entered without YALE’s prior written consent, such consent not to be unreasonably withheld. Without limiting the foregoing, YALE may withhold its consent to any settlement that would in any manner affect the validity, scope or enforceability of any LICENSED PATENT. LICENSEE shall bear the expense of such legal actions. Except for providing reasonable assistance (including joining such actions as described above), at the request and expense of LICENSEE, YALE shall have no obligation regarding the legal actions described in Article 11.2 unless required to participate by law. However, YALE shall have the right to participate in any such action through its own counsel and at its own expense. Any recovery shall first be applied to LICENSEE’s out of pocket expenses and second shall be applied to YALE’s out of pocket expenses, including legal fees. YALE shall recover [***]% of any excess recovery over those expenses.
(b) In the event LICENSEE fails to initiate and pursue or pa...
Infringement and Litigation. 7.1 Rice and Licensee are responsible for notifying each other promptly of any infringement of Rice Intellectual Property or any misappropriation of Rice Confidential Information or Rice Technical Information that may come to their attention. Rice and Licensee shall consult one another in a timely manner concerning any appropriate response thereto.
7.2 With respect to any Rice Patents that are exclusively licensed to Licensee pursuant to this Agreement, Licensee shall have the right, but not the obligation to prosecute in its own name such infringement or misappropriation at its own expense, so long as such license is exclusive at the time of the commencement of such action. Before Licensee commences an action with respect to any infringement of such patents, Licensee shall give careful consideration to the views of Rice and to potential effects on the public interest in making its decision whether or not to sue. Licensee shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on Rice or grants any rights to Rice Intellectual Property, without Xxxx'x advance written consent. Financial recoveries from any such litigation will first be applied to reimburse Licensee and Rice for its outside counsel fees and court costs with additional recoveries being shared equally by Licensee and Rice.
7.3 Licensee’s prosecution rights under Section 7.2 shall be subject to the continuing right of Xxxx to intervene at Xxxx'x own expense and join Licensee in any claim or suit for infringement or misappropriation of Rice Intellectual Property. If Rice elects to join as a party, Xxxx shall jointly control the action with Licensee. Licensee shall reimburse Rice for any costs Rice incurs, including reasonable attorneys’ fees, as part of an action brought by Licensee, irrespective of whether Xxxx becomes a co-plaintiff. Any financial recoveries shall first be applied to reimburse Licensee and Xxxx for their outside counsel fees and court costs with any remainder being shared equally between Rice and Licensee.
7.4 If Licensee fails to prosecute such infringement or misappropriation, Rice shall have the right, but not the obligation, to prosecute such infringement or misappropriation at its own expense. In such event, financial recoveries will be entirely retained by Xxxx.
7.5 In any action to enforce any of the Rice Intellectual Property, either Party, at the request and expense of the other Party, shall cooperate to the fullest extent ...
Infringement and Litigation. 11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the LICENSED TERRITORY as a result of activities that concern the TECHNOLOGY and shall supply the other party with documentation of the infringing activities that it possesses.
Infringement and Litigation. 7.1 Ocure and Madison Israeli Subsidiary are responsible for notifying each other promptly of any infringement of Ocure Patents or any misappropriation of Ocure Confidential Information that may come to their attention. Ocure and Madison Israeli Subsidiary shall consult one another in a timely manner concerning any appropriate response thereto.
7.2 With respect to any Ocure Patents licensed to Madison Israeli Subsidiary pursuant to this Agreement, Madison Israeli Subsidiary shall have the right, but not the obligation to prosecute in its own name such infringement or misappropriation at its own expense, so long as such License is exclusive at the time of the commencement of such action. Before Madison Israeli Subsidiary commences an action with respect to any infringement of such patents, Madison Israeli Subsidiary shall give careful consideration to the views of Ocure in making its decision whether or not to xxx. The Madison Israeli Subsidiary shall, or, if relevant, shall make best efforts to ensure that its Affiliate or sublicensee shall, continuously keep Ocure apprised of all developments in the action and shall continuously provide Ocure with full information and copies of all documents relevant to the proceedings, including without limitation, all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the proceedings, and shall seek Ocure's input on any substantive submissions or positions taken in the litigation regarding the scope, validity or enforceability of the Ocure Patents. Madison Israeli Subsidiary shall not settle or compromise any such suit in a manner that imposes any obligations or restrictions on Ocure or grants any rights to Ocure Patents, without Ocure's advance written consent. Financial recoveries from any such litigation will first be applied to reimburse Madison Israeli Subsidiary for its outside counsel fees and court costs, following which Ocure will be reimbursed for same. After which, any additional recoveries, after the deductions set forth above, will be split 65% to Madison Israeli Subsidiary and 35% to Ocure and the Madison Israeli Subsidiary shall pay Royalties on the portion of the recovery related to sales, or sublicensee consideration payments, on the portion of the recovery not related to sales, with respect thereof, provided however that if the Madison Israeli Subsidiary notified Ocure that it shall not be prosecuting such infringement, and Ocure initi...
Infringement and Litigation. (a) CGI shall have the option to defend the Licensed Names against infringement or interference by other parties, including bringing any action of infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or interference, and may settle any such actions solely at its own expense and through counsel of its selection. PDK must approve any settlement that adversely affects the validity of any of the Licensed Trade Names. Approval shall not be unreasonably withheld.
(b) PDK shall provide reasonable assistance to CGI as requested, and shall be reimbursed for its out-of-pocket expenses in connection with any such requested assistance. CGI shall bear the expenses of such actions. In the event CGI fails to initiate and pursue or participate in such legal action, PDK shall have the right to initiate legal action to uphold the Licensed Name against third parties. CGI shall have no legal or contractual obligation to PDK for its failure to initiate or participate in any such legal action, except that PDK may terminate the License granted to CGI hereunder.
(c) In the event CGI is permanently enjoined from exercising its License rights granted hereunder pursuant to an infringement action brought by a third party, or if both CGI and PDK elect not to undertake the defense or settlement of such a claim of alleged infringement for a period of six months from notice of such claim or suit, PDK shall have the right to terminate this agreement with respect to the infringing trademark claims following thirty (30) days' written notice.
Infringement and Litigation. 10.1 Licensor and Licensee are responsible for notifying each other promptly of any infringement of Patent Rights that may come to their attention and actual or threatened claims by third parties against the Patent Rights. The parties shall consult with one another in a timely manner concerning any appropriate response thereto.
10.2 Licensee shall have the first right, but not the obligation to prosecute such infringement or defend such claims at its own expense. Financial recoveries from any enforcement action, including settlements thereof, will first be applied to reimburse the expenses of both parties for such enforcement action with the balance being retained by Licensee and considered Net Sales of a Licensed Product and subject to the royalties in Section 4.2. The parties may agree to other arrangements should they desire.
10.3 In any action to enforce or defend any of the Patent Rights, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible, including joining such action. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.
Infringement and Litigation. 9.01. If either Licensor or Licensee becomes aware of any infringement or potential infringement of the patent licensed hereunder, each party shall promptly notify the other of such in writing.
9.02. Licensee shall enforce any and all patent rights arising from the patent licensed hereunder against any infringement by a third party. Licensee shall be responsible for payment of all fees and expenses associated with such enforcement incurred by Licensee and incurred by Licensor in providing cooperation or joining as a party as provided in Section 9.04.
9.03. If Licensee does not file suit within six (6) months after a written request by Licensor to initiate an infringement action, then Licensor shall have the right, at its sole discretion, to bring suit to enforce any patent rights licensed hereunder against the infringing activities, with Licensor retaining all recoveries from such enforcement. If Licensor pursues such infringement action, Licensor may, as part of the resolution of such efforts, grant non-exclusive license rights to the alleged infringer notwithstanding Licensee’s exclusive license rights.
9.04. In any infringement suit or dispute, the parties agree to cooperate fully with each other. At the request of the party bringing suit, the other party will permit reasonable access after reasonable advance notice to all relevant personnel, records, papers, information, samples, specimens, etc., during regular business hours. If it is necessary to name Licensor as a party in such action, then Licensee must first obtain Licensor’s prior written permission, which permission shall not be unreasonably withheld, provided that Licensor shall have reasonable prior input on choice of counsel on any matter where such counsel represents Licensor.
Infringement and Litigation. 7.1 LICENSOR and LICENSEE are responsible for notifying each other promptly of any infringement of PATENT RIGHTS which may come to their attention. The parties shall consult one another in a timely manner concerning any appropriate response thereto.
7.2 In any action to enforce any of the PATENT RIGHTS, either party, at the request and expense of the other party, shall cooperate to the fullest extent reasonably possible. This provision shall not be construed to require either party to undertake any activities, including legal discovery, at the request of any third party except as may be required by lawful process of a court of competent jurisdiction.
Infringement and Litigation. 10.1 Each Party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, is sued or threatened with an infringement suit in any country as a result of activities that concern the LICENSED INTELLECTUAL PROPERTY.
10.2 a) LICENSEE shall have the sole obligation to defend the LICENSED INTELLECTUAL PROPERTY against infringement or interference by third parties. This
(i) LICENSEE shall recover its expenses; (ii) YALE shall receive a royalty percentage as specified in Article 5; and (iii) LICENSEE shall retain any remaining amount as revenue.
Infringement and Litigation. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
11.1. Each party shall promptly notify the other in writing in the event that it obtains knowledge of infringing activity by third parties, or is sued or threatened with an infringement suit, in any country in the TERRITORY as a result of activities that concern the LICENSED PATENTS, and shall supply the other party with documentation of the infringing activities that it possesses.
